SK ecoplant

In 2022, a total of 15 BOD meetings were held with 49 agenda items for resolution and 20 agenda items for reporting purposes presented. In principle, the BOD is held on the last week of every month, but it may be held at any time when deemed necessary. In order to enhance comprehension of the BOD agenda, we provide information on the agenda items in advance and, if necessary, provide a preliminary report so that directors can fully understand relevant details and conduct practical discussions.

SK ecoplant imposes a liability limitation policy through a general resolution adopted at the general meeting of shareholders, excluding its application in the case of intentional or gross negligence, or in cases applicable under the Articles 397 and 398 of the Commercial Act. In-house training is provided to enhance independent directors’ understanding on the company, and an orientation and job training is provided for newly appointed independent directors. Independent directors are also recommended to attend the annual training hosted by the SK Group’s SUPEX Council. From 2022, we have strengthened on-site inspections on major domestic and overseas business sites and held regular online training for the Audit Committee members. Moreover, to enhance the expertise of the BOD, directors are welcomed to request support from external experts, a policy stipulated under the regulations of the Board of Directors and its committees.

In 2021, SK ecoplant established the Nomination and Remuneration Committee and the ESG Committee. The Nomination and Remuneration Committee recommends independent director candidates, evaluates executive directors and reviews their remuneration, and assesses the CEO’s activities. The ESG Committee reviews major management activities such as business strategies and investments, promotion of social values, and action plans to uphold human rights and ethics. In 2022, the ESG Committee held four meetings to report items concerning the appointment of the ESG Committee chairman, investment plans, and financial story, and discuss SK ecoplant’s change of corporate name as well as short- and mid- to long-term plans to become Asia's leading environmental company.

When establishing KPIs for all executives, including the CEO, ESG management factors are reflected at a certain rate every year. ESG factors are also reflected in team-based evaluation indicators. In 2022, in addition to financial indicators, non-financial indicators, such as ESG management improvement, Net Zero, happiness, and the level of ethical management, are being used for evaluation. The evaluation of the executive management is carried out; first, by receiving a report on the management's activity plan from the Nomination and Remuneration Committee at the beginning of the year and then, reviewing the individual remuneration of executives at the end of the year. The BOD decides the individual remuneration and the limit of remuneration for executive directors and proposes the decision for final approval to the general meeting of shareholders. Individual remuneration calculation standards and remuneration amounts are disclosed on the business report. In addition, various stock-based compensation systems are being implemented. The CEO was granted a stock option with a transfer limit of three years as an incentive to strengthen responsible management on mid- to long-term performance, and independent directors were granted Restricted Stock Units (RSU), which cannot be transferred during the given tenure.

To fully guarantee shareholder rights and coordinate a desirable general shareholder meeting, SK ecoplant sends notices to each shareholder 14 days prior to the date of the meeting with the date, place, and purpose stated. The board has been implementing an electronic voting system since the 59th general shareholders' meeting (March 26, 2021), introduced and adopted at the general shareholders' meeting on March 4, 2021 in accordance with Article 368-4 of the Commercial Act.

The BOD discusses issues highly related to ESG, such as ethical management, safety and health, and response to climate change. In particular, the ESG committee actively reviews business strategies, new businesses, and investment policies from an ESG perspective, considering non-financial factors as important elements.